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Committee hears several recommendations for governance changes

August 15, 2014

Committee hears several recommendations for governance changes

UNIVERSITY PARK, Pa. -- Three proposals to change the composition and size of the Penn State Board of Trustees were unveiled today (Aug. 15) at a special meeting of the board’s Committee on Governance and Long-Range Planning. No official action was taken on any plan.

After deciding further discussion of the proposals would be beneficial, the committee unanimously decided to defer committee action on a proposal until its Sept. 18 meeting. Board Chair Keith Masser suggested a special meeting of the full board be held in October to discuss the proposal forwarded committee. Board action on the proposal would occur at the regular November meeting.

“We have received information and suggestions from numerous third parties, including this morning from a representative from Sen. John Yudichak’s office, and from our own board members, and reviewed extensive comparisons with our peers and fellow state-related Universities,” said Keith Eckel, chair of the committee. “We have now been presented with three other possible proposals that we are taking under serious consideration. All of the input we are receiving on governance issues has been helpful in thinking about a transition.”

Penn State’s current 32-member board includes two non-voting members—the president and Pennsylvania’s governor. The makeup of the current board includes: nine trustees elected by alumni; six trustees appointed by the governor; six trustees elected by organized agricultural societies in the state; six trustees representing business and industry endeavors and elected by the Board of Trustees; and three trustees who serve as ex-officio members, including the Secretary of Education, the Secretary of Agriculture and the Secretary of Conservation and Natural Resources of the Commonwealth.

Penn State’s board is the smallest of the Commonwealth’s state-related universities. In the past two years, board members have made several significant governance changes, including imposing shorter term limits, expansion of committees to provide greater engagement, a public comment period at meetings, and dual reporting requirements to the board and the University president for key staff positions, including general counsel. In May 2013, numerous changes were made to the board’s charter, bylaws and standing orders. Those changes can be reviewed here.

“I urge everyone’s participation on this issue. This committee was tasked with assisting the board in considering a range of governance reforms and it is imperative that our proposals and our choices be well informed,” Eckel said.

SizeThirty-two members would comprise the Board of Trustees, including 27 voting members and five non-voting members.

Composition Five ex-officio members would include the President of the University, Governor of Pennsylvania, Secretary of Agriculture, Secretary of Education and Secretary of Conservation and Natural Resources. All five would be non-voting members.

The board also would include: - Six agricultural trustees elected by delegates of agricultural organizations - Six alumni-elected trustees plus the immediate past-president of the Alumni Association- Six business and industry trustees elected by the board after nomination by anyone on the board.- One student trustee elected by the board after nomination by the Student Trustee Selection Group- One academic trustee elected by the board after nomination by the University Faculty Senate

The new composition provides an equal number of gubernatorial, agricultural, alumni-elected and business and industry trustees.

Alumni requirementsFor the first time, at least half of the gubernatorial, business and industry and agricultural trustees would be required to be Penn State alumni.

Procedural changes- The agricultural trustee election process would be revised to provide for enhanced policies and procedures designed to verify the authorization of delegates to participate in the election.- In the Alumni Elected Trustee election, the number of nominations needed for a candidate to be placed on the ballot would increase from 50 to an amount yet to be determined.- The board’s standing orders would be revised to more fully describe the process for nominating and electing the business and industry trustees.

PROPOSAL B

SizeA total of 28 trustees was proposed, with 27 voting members and one non-voting.

Composition- The Governor would no longer be a member of the board- The state secretaries of Agriculture, Education, Conservation and Natural Resources would no longer be members of the board.- The president would be a non-voting ex officio member of the board.- Six gubernatorial trustees, with one of these required to be a student trustee- Six business and industry trustees nominated by the Business and Industry Selection Group and elected by the full board.- Six agricultural trustees elected by the alumni of Penn State’s College of Agricultural Sciences- Nine alumni-elected trustees

Alumni RequirementThe only requirement is that alumni representation comes through the nine alumni-elected trustees.

Changes to electorateAlumni of the College of Agricultural Sciences would elect agricultural trustees.

Procedural changes- A five-member selection committee would be formed to select Business and Industry Trustees, made up of the board chairman; as well as one representative from each of the Agricultural, Business and Industry, Alumni-elected and gubernatorial trustees.- The Alumni Association would give presentations at each board meeting.

PROPOSAL C

SizeA total of 20 trustees was proposed, with 18 voting members and two non-voting.

Composition:- The Governor, as well as the Secretaries of Agriculture, and Conservation and Natural Resources would no longer be board members.- Two ex officio non-voting members: University president and Secretary of Education- Two Gubernatorial trustees- No Business and Industry Trustees- No Agricultural Trustees- Seven Alumni-Elected Trustees- No Penn State Alumni Association Trustees- One Student Trustee- Eight at-large trustees appointed by the board

Alumni requirementThe only requirement is that alumni representation comes through the nine alumni-elected trustees.

Procedural changes- A five-member subcommittee of the Governance and Long-Range Planning Committee would be formed to recommend the Board-Appointed Trustees.- Each academic dean would be able to nominate up to two candidates for consideration by the Selection Subcommittee for Board-Appointed Trustees. Members of the board and general public would also be able nominate candidates for consideration, and candidates would not be required to be Penn State alumni- The Alumni Association would give presentations at each board meeting.- Numerous changes to revise board operations and practices would also be implemented.